THE DFA INVESTMENT TRUST COMPANY
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
ADDENDUM NUMBER ONE
THIS AGREEMENT is made as of the 7TH day of DECEMBER, 1998 by and between
THE DFA INVESTMENT TRUST COMPANY, a Delaware Business Trust (the "Fund"), and
PFPC INC., formerly "Provident Financial Processing Corporation," a Delaware
corporation ("PFPC").
W I T N E S S E T H :
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended;
WHEREAS, the Fund has retained PFPC to provide certain administration and
accounting services pursuant to an Administration and Accounting Services
Agreement dated January 15, 1993, (the "Agreement") which, as of the date
hereof, is in full force and effect;
WHEREAS, PFPC presently provides such services to the existing series of
shares of the Fund, including a new series of the Fund, designated as The
Tax-Managed U.S. Marketwide Value Series, which are listed on Schedule B,
attached hereto; and
WHEREAS, Paragraph 1 of the Agreement provides that PFPC shall provide such
services to any series organized by the Fund after the date of the Agreement as
agreed to in writing by the Fund and PFPC;
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and intending to be legally bound thereby, the parties agree:
1. The Agreement hereby is amended effective December 7, 1998 by:
(a) replacing all references to "Provident Financial Processing
Corp." with "PFPC Inc."
(b) re-stating Paragraph 1 of the Agreement to read as follows:
"1. APPOINTMENT.
The Fund hereby appoints PFPC to provide certain
administrative and accounting services to each series of shares of the
Fund, as listed on Schedule B, (the "Series") attached hereto, for the
period and on the terms set forth in this Agreement. PFPC accepts
such appointment and agrees to furnish the series herein set forth in
return for the compensation as provided in Paragraph 12 of this
Agreement. The records, notices, reports and services provided by
PFPC hereunder shall be prepared, kept, maintained and furnished by
PFPC in respect of
1
each Series of the Fund existing on the date hereof, and any Series
organized by the Fund after the date hereof as agreed in writing by
the Fund and PFPC.
(c) re-stating Paragraph 2 of the Agreement to read as follows:
"2. DELIVERY OF DOCUMENTS.
The Fund has furnished PFPC with copies of properly certified or
authenticated copies of each of the following:
a. Resolutions of the Fund's Board of Trustees authorizing the
appointment of PFPC to provide certain administration and
accounting services for the Fund as provided herein and
approving this Agreement;
b. Appendix A, identifying and containing the signatures of the
Fund's officers and other persons authorized to issue Oral
Instructions and to sign Written Instructions, as
hereinafter defined, on behalf of the Fund;
c. The Fund's Certificate of Trust filed with the Delaware
Secretary of State on October 17, 1992 and all amendments
thereof;
d. The Fund's Agreement and Declaration of Trust and all
amendments thereto (such Agreement and Declaration of Trust
as presently in effect and as it may from time to time be
amended, is herein called the "Declaration of Trust");
e. The Fund's By-Laws and all amendments thereto (such By-Laws,
as presently in effect and as they shall from time to time
be amended, are herein called "By-Laws");
f. The current investment advisory agreements between
Dimensional Fund Advisors Inc. (the "Advisor") and the Fund;
g. The Custodian Agreement between PNC Bank, N.A. (formerly
Provident National Bank) and the Fund dated as of January
15, 1993;
2
h. The Transfer Agency Agreement between PFPC Inc. (formerly
Provident Financial Processing Corporation) and the Fund
dated as of January 15, 1993; and
i. The Fund's most recent registration statement on Form N-1A
under the 1940 Act (File No. 811-7436), as filed with the
U.S. Securities and Exchange Commission ("the SEC") on
December 7, 1998 and all amendments thereto (such
registration statement as presently effective and as it
shall from time to time be amended, is herein called the
"Registration Statement").
The Fund will furnish PFPC from time to time with copies,
properly certified or authenticated, of all amendments of
or supplements to the foregoing, if any.
2. The fee schedules of PFPC applicable to the Series shall be as agreed
to in writing, from time to time.
3. This Addendum supercedes all prior Amendments to the Agreement.
4. In all other respects, the Agreement shall remain unchanged and in
full force and effect.
5. This Addendum may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum Number One to
the Agreement to be executed by their duly authorized officers designated below
on the day and year first above written.
THE DFA INVESTMENT TRUST COMPANY
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------
XXXXX X. XXXXXXX
VICE PRESIDENT
PFPC INC.
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------
XXXXXX XXXXXXXX
SENIOR VICE PRESIDENT
3
AMENDED AND RESTATED
DECEMBER 7, 1998
APPENDIX A
THE DFA INVESTMENT TRUST COMPANY
I, Xxxxx X. Xxxxxxx, Secretary of The DFA Investment Trust Company, a
Delaware business trust (the "Fund"), do hereby certify that:
The following individuals are duly authorized as Authorized Persons to
give Oral Instructions and Written Instructions on behalf of the Fund:
NAME SIGNATURE
---- ---------
4
AMENDED AND RESTATED
DECEMBER 7, 1998
SCHEDULE B
SERIES OF
DFA INVESTMENT TRUST COMPANY
THE U.S. 9-10 SMALL COMPANY SERIES
THE U.S. 6-10 SMALL COMPANY SERIES
THE U.S. LARGE COMPANY SERIES
THE ENHANCED U.S. LARGE COMPANY SERIES
THE U.S. 6-10 VALUE SERIES
THE U.S. LARGE CAP VALUE SERIES
THE U.S. 4-10 VALUE SERIES
THE JAPANESE SMALL COMPANY SERIES
THE PACIFIC RIM SMALL COMPANY SERIES
THE UNITED KINGDOM SMALL COMPANY SERIES
THE EMERGING MARKETS SERIES
THE DFA INTERNATIONAL VALUE SERIES
THE EMERGING MARKETS SMALL CAP SERIES
THE CONTINENTAL SMALL COMPANY SERIES
THE DFA ONE-YEAR FIXED INCOME SERIES
THE DFA TWO-YEAR GLOBAL FIXED INCOME SERIES
THE TAX-MANAGED U.S. MARKETWIDE VALUE SERIES
5